The challenges of coordinating the cover shoot in December for our 17th annual Hollywood Issue can be summed up in three words: planes, trains, and automobiles—creative use of all these modes of transport was required to prevent serious storms from foiling everything. Contributing photographer Norman Jean Roy executed the by now signature three-panel foldout on two coasts over the course of two days. First up was Los Angeles, where Noomi Rapace, who plays Lisbeth Salander in the original, Swedish Girl with the Dragon Tattoo, took the prize for longest distance traveled in 36 hours—she hopped a red-eye in order to make it to the shoot and then shuttled back to London, where she is filming the sequel to Sherlock Holmes. Garrett Hedlund, the star of Tron: Legacy and Country Strong (he soon got the nickname “Country Tron”), got lost in a cab on his way to Milk Studios, in Hollywood, where he re-united with his Tron co-star Olivia Wilde, who had just wrapped on Cowboys & Aliens (out this summer).

“We wanted to evoke the glamour of 1930s Shanghai, an era of smoky, alluring elegance,” says fashion and style director Jessica Diehl. “We had the gentlemen looking dashing in black tie, whilst the ladies were radiant in spring’s gowns—from Gucci to Yves Saint Laurent—and glittering with diamonds from Chanel and other arbiters of glamour.”

The lion cub was a surprise to our cover subjects, but *The Social Network’*s Rashida Jones—who caught up with her co-stars Jesse Eisenberg and Andrew Garfield (the next Spider-Man)—had no problem with it even when it started gnawing at her Tom Ford dress. In keeping with our 30s theme, Joseph Gordon-Levitt wore the same slicked-back look that served him so well in Inception, while Mila Kunis showed off the dancer’s gams that she used to great effect in Black Swan. Anthony Mackie, who took a break from filming Man on a Ledge in New York, was amused to see that the bar on which he was to pose was actually serving (he accepted a mimosa). The youngest and oldest of our cover stars—Jennifer Lawrence of Winter’s Bone, 20, and Robert Duvall of Get Low, 80—both came from down South to New York, Lawrence flying in from the Georgia set of X-Men: First Class and Duvall traveling by train from his farm in Virginia.

As for the foursome on our front panel, Anne Hathaway (the next Catwoman) was fresh from Oslo, where she had co-hosted the Nobel Peace Prize concert. She was thrilled to see her Love and Other Drugs co-star Jake Gyllenhaal and her Oscar co-host James Franco, who had just completed his finals in a graduate program at the Rhode Island School of Design (he has also taken graduate courses at N.Y.U., Columbia, and Yale). Once Ryan Reynolds arrived from Atlanta, where he was filming The Change-Up, and slipped his superhero physique (his Green Lantern comes out this summer) into a Giorgio Armani tuxedo, the stars were all in place for another classic V.F. tableau.